The Saddest Smile
by ForeverFallenForeverLost
Summary: Orihime and Ulquiorra seem to fall for one another but when the rescue team comes what will happen? mature content. Inspired by the song The Freshman by the Verve Pipe.


Disclamer: for got to add this though I am sure everyone knows I do not own anything in this fan fiction and make no money off of it.

Ulquiorra had been watching over Orihime for some time now and he was finding her to be quite interesting. At first she had been defiant but now she was trying to befriend him. _Cuán insensato de ella. _(How foolish of her.) Today when Ulquiorra walked into her room she smiled at him.

"Ulquiorra-kun I was wondering if we could go for a walk around Las Noches" Orihime asked him. Her eyes were big and pleading.

"No" he dead panned. This did not seem to detour her.

"Please I am so board and it cramped and I would like some fresh…" she started rambling on and on.

"If it will shut you up woman fine but you will not leave my sight." he said coldly. Her smile grew as she grabbed his hand and lead Ulquiorra out the door. They walked around for about an hour. Orihime was happy to be out of that stuffy room and stretching her legs.

"Why do you never smile Ulquiorra-kun?" she asked him suddenly. He looked at her unsure of what to say at first.

"That is none of you business." he said. Orihime was not satisfied with this answer.

"I think its because you don't know how to smile." she said hoping this would stir something in him.

"I have no reason to smile." He finally answered. He had never really thought about things like smiles or happiness. These things were unimportant. What mattered was helping Aizen achieve his goal. They were silent after that until they returned to Orihime's room. Once they were in her room Orihime looked at him with a sad smile.

"Ulquiorra-kun I want to give you a reason to smile. I want to heal the hole in your heart." He looked at her shocked though he hid it well.

"Foolish woman. What could you do that would make me…" he choked on the last word some "happy." She looked angry and hurt for a moment. Orihime slapped him like she had when he had once told her that her friends were dead. Then she kissed him. Her lips were soft and plump. For the first time he showed real shock. He grabbed her by the shoulder and roughly pushed her away. Ulquiorra turned and quickly walked out the door with out looking back. She had just given Ulquiorra her first kiss. A small tear rolled down Orihime's cheek. What had she been thinking? Ulquiorra was an Espada, one of the enemies. Why had she done that? What had made her kiss him? All these thoughts running through her head. She laid on her bed staring out the small window as she tried to work out her thoughts.

Ulquiorra had been shocked. The woman had the nerve to slap him yet again but then she had kissed him. She was a strange one. He found himself thinking about the kiss. Shaking his head to clear his thoughts as he walked. Such distractions could not be afforded. He had to keep is head clear and calm. He had to remember what his mission was. He was Aizen's puppet, just a pawn in Aizen's plans.

For the next week Ulquiorra refused to talk to her unless it was truly necessary. He would bring Orihime her meals and fetch her when need by Aizen. He made contact impossible by standing 5 feet away at all times. Orihime was hurt by his actions and had tried to talk to him when he would come to her room. He would simply leave with out ever saying a word to her.

The next week Orihime decided not to talk to him at all when he came. At first Ulquiorra was pleased by the silence, but after three days he became unsettled by it. She was being to quiet. It seemed wrong for her to be this quiet. He wondered if she was ill. Aizen wanted her alive, Ulquiorra could not have her dyeing on his watch.

"Are you ill woman?" he asked. " You have not spoken in days and though I have enjoyed the silence I can not have you die." Orihime sighed. She had hoped that maybe he was concerned about her.

"I'm fine I just don't want to talk to you because you're… you're a jerk." She spat at him angrily. Never had she met anyone so uncaring as him. Even normal bad guys cared even if it was just about winning and such. He just looked at her then left the room content in knowing that he would not have any trouble.

They continued with there little dance of who could ignore who longer for another week. It was on a day that Ulquiorra had come to fetch her for Aizen that it ended. When they got back to her room he intended to leave quickly but that did not happen.

"Ulquiorra why are you so cold to everyone?" Orihime asked him as he was turning to leave.

"Because they are all trash." He said in the same cool tone he always used. She looked at him shocked. How could he say such a thing? Calling others trash. Then it hit her that he was calling her trash as well. She ran up to him planning to slap him. Just as her hand was about to come into contact Ulquiorra caught it. Orihime was surprised at first but then she did the last thing he had expected after weeks of the silent treatment. She kissed him again. Once Again he pushed her away, but this time instead of leaving her asked her a question.

"Why so you keep doing that?" He showed slight irritation as he asked this. Orihime was surprised to see this small amount of emotion from him. Ulquiorra quickly regained his composure, his mask of indifference safely in place. He left the room quickly before she could pull anything else. He could not let her get to him like this.

Orihime just stood there after he had left. Why did she keep kissing him. The first time she had kissed him it had been an impulse. Some strange urge had overcome her. His lips had been thin but soft and she had felt a weird shock when they had made contact with hers. So why had she kissed him the second time?

Ulquiorra sat alone on top of one of the towers in Las Noches. He could not seem to clear his head. He had felt a strange spark each time she had kissed him. It was starting to bother him. Why did she keep kissing him? Why did he keep thinking about it?

For the next few days a lower arrancar brought Orihime her meals. When Ulquiorra returned to his post of taking care of her he did not say much. She wondered if he had been away on a mission or if he had just been avoiding her. She hoped that it had just been a mission but her guts told her it had been the latter.

Orihime decided that she had to try it again. She had to kiss him and see if that spark was there like it was the last two times. She walked up to him her face set, her mind made up. She looked up at him her grey eyes staring deeply into his vivid green ones. She reached out with one of her hands and caught the front of his shirt gripping it tight in her fist. Then she leaned in a kissed him. That same spark traveled through her. At first he tried to push her away but she held fast to his shirt hoping to keep him there. He decided to give in just this once. What could it hurt to let it happen this one time.

He found himself enjoying the feel of her lips against his. Ulquiorra brought one hand up to tangle it in her auburn locks. Her arms wrapped around him pulling Ulquiorra closer. He couldn't think strait, all he want was more of this feeling. Ulquiorra lightly bit at her lip. She gasped and he took his chance to slip his tongue into Orihime's mouth. She tasted sweet like strawberries on a summer day. His tongue touched hers and they fought for dominance. Ulquiorra won the struggle and began to explore this part of her. Before long they had to pull apart for air. He looked deep into her gray blue eyes. Orihime's eyes were glazed with passion.

"Foolish woman." he said with a kindness that seemed uncharacteristic for him. He pulled her arms from around his waist and headed for the door leaving her to think. A tear began to fall from her eye. She was beginning to fall for him. He was so cold and cruel and yet she could not help but feel for him.

Why had he kissed her back like that? He should have just pushed her away and left like before but something had stopped him. Something he could not explain. He had felt that weird shock on his lips again. It had felt pleasant.

The next few times he went to her room she had welcomed him with a smile and when he would leave she would give him a kiss. These had not been as passionate as the first one he had allowed. He would let him kiss her and then leave as if nothing had happened.

One day when she kissed him before he was about to leave he kissed back. He had been enjoying each kiss a little more each time. This time he could not hold back. One hand snaked around her waist while the other tangled into her hair. She placed her hands on his chest feeling Ulquiorra's strong muscles. Orihime licked his bottom lip asking for entry. He complied, there tongues became intertwined. The kiss broke when they could no longer breath. Orihime panting for air, her heart beating rapidly. Ulquiorra looked slightly flush but other than that he was unaffected. Again he left feeling strange.

For two weeks when he would come to her room they would actually talk. Well mostly Orihime would talk and he would listen nodding or saying what he though about what she had said. Then when he would leave they would share a kiss.

This time when Ulquiorra came to her room he did not sit and talk with her. He grabbed Orihime, pulling to her into a heated kiss. She was surprised by his forwardness. He had always let her start the kiss. He nibbled at her bottom lip. Orihime then deepened the kiss letting his tongue play with her own. They kissed until air was needed.

"Ulquiorra?" she asked once she had caught her breath. He did not reply just kissed her again greedily. She kissed him back loving how demanding he was being. Once again they stopped. She wanted him to take her. Ulquiorra had been her first kiss and now she wanted her first time to be with him. With out saying a word Ulquiorra turned to leave the room. She found herself reach out and grab his arm."Wait."

"What do you want woman?" He asked her truly curios. Orihime froze not sure how to word what she wanted. She began to blush under Ulquiorra's intense stare.

"Um… well you… I um…" she stumbled over he words. He looked slightly annoyed now.

"Out with it woman. I do not have all day."

" I WANT YOU TO BE MY FIRST!" she all but screamed at him. Orihime was now a deep shade of red as she waited for him to respond.

"Are you insane?" He asked. He was not sure what to do. His charge had just told him that she wanted him to be the one to deflower her. She started to cry. He had called her crazy. Maybe she was for want to be with him. She felt a cold hand wipe away a tear from her face. She looked up into Ulquiorra's bright green eyes.

"Do not cry Orihime." he whispered softly. It was her turn to look at him with shock. He had called her Orihime and not woman. Ulquiorra had never used her name before. He lifted her into his arms and carried Orihime to her bed. He laid her down genteelly. Ulquiorra than laid in the bed beside her. He wrapped an arm around Orihime and brought her in for another kiss. She kissed him back passionately, their tongues gliding against one another. The broke apart for air. Ulquiorra let one hand travel to her breast. Even fully clothed it felt wonderful. Orihime let her hand travel to the zipper on his jacket. She slowly unzipped it till his muscular chest was fully exposed. Tentatively she reach out and ran her hand over Ulquiorra muscles. He then moved his hand to reach under her top. The soft flesh of her bosom felt nice in his hand. Orihime moaned lightly as he massaged he breast and pinched her nipple. Ulquiorra rolled Orihime onto her back and removed her top. She blushed and looked away as he took in the sight of her perfectly perky breast. He leaned down and kissed Orihime again. His hands found their way to her breast again. She moaned into the kiss deepening it. What Ulquiorra was doing to her breast felt amazing. His hands groping them and his thumbs running over her hardened nipples.

Her Breast were so soft in his hand. Ulquiorra was enjoying himself as he played with her hard nipples. Plus he loved the delicious sounds she was making. Orihime's soft moans and mewls were causing his member to become erect. He wanted to feel more of her. One of Ulquiorra's hands traveled lower to the waist band of her skirt. It slipped under the fabric. His fingers finding her hot womanhood. Orihime gasped lightly at the feel of his fingers rubbing over the sensitive flesh. He was unsure of how to proceed so Ulquiorra followed the sounds she made as he massaged the outer flesh of her womanhood. He then slipped one of his fingers into Orihime's tight heat. It was so tight and wet. Ulquiorra moved them slightly causing her to moan. He couldn't take much more of this. Ulquiorra wanted to be inside her feeling that tight heat around his hardened length. He removed his hand from Orihime's skirt and began pulling it down. Once she was fully nude he stopped to take in the sight of her beautiful form. She blushed and look away shyly. Ulquiorra then removed the rest of his cloths.

"This may hurt some Orihime-chan. Just hold on to me." He warned her. She nodded. With that Ulquiorra kissed her deeply and began to enter her. She gasped into the kiss holding tightly onto him. They made passionate love. When they had finished Ulquiorra lay in the bed with Orihime in his arms. She quickly fell asleep.

When she woke up, Orihime found herself clothed and Ulquiorra gone. She knew he had duties to fulfill but she had hope that he would stay with her. She stared out the window waiting for him to bring her dinner.

When the door finally opened she jumped up, but it was not Ulquiorra in the door way. Aizen stood there eyeing her. He walked up to her always holding eye contact.

"So it seems you have become quit fond of MY forth Espada." He said. Orihime was unsure of what he meant. She looked at Aizen questioningly.

"Now Orihime-chan don't play dumb with me. I know what goes on in my palace." Aizen said with a fake smile. Orihime began to worry. What if Ulquiorra was in trouble and it was all her fault.

"Is he in trouble? Did you hurt him?" she asked worry clear on her face. He laughed at her questions.

"No but from now on I will be keeping a close eye on all that happens in this room." He answered her, then turned and left. Orihime broke down crying. She had no idea what to do. The realization of everything finally crashing down on her. She had slept with her enemy. What was she going to tell all her friends. They would never look at her the same if she told them. _But I love him_ she thought to herself. It was true Orihime had fallen in love with her captor. The man who took her away from all her friends.

Ulquiorra was upset. He had let himself become weak. He had given in to that woman's wishes. Now Aizen was displeased with him. Ulquiorra was at a loss. Why had he given in? That was easy he had wanted her. But why had he been so kind instead of just taking what he wanted? He had held her like a lover. Ulquiorra had made love to that woman.

This time when Orihime's door opened it was Ulquiorra with her dinner. She looked up at him her eyes all red and puffy. It took everything in him not to pull her close and kiss away the tears. _¡Estúpido! ¿Qué le ha entrado en? _(Stupid! What has gotten into you?)

"Ulquiorra-kun? Are you ok?" she asked.

"I am fine woman. Here is your dinner eat or I will have to force you to eat." he said in a cold tone. Ulquiorra quickly left the room. He had to be cold with her. It was for the best for both of them. It would do him no good to become attached to her. It would as be better for her if she saw him as just another enemy.

Orihime ate her dinner reflecting on everything. One she knew she loved him. Two she knew he would never feel the same. Finally she would let him go if that was truly what he wanted. She would not force him to be with her.

When he came to see if she had eaten Ulquiorra found her already laying in bed. He was unsure if she was awake because she was facing away from the door. He couldn't help himself. Ulquiorra walked over to the bed and sat beside her.

Orihime felt the weight on the bed but she chose to ignore it. She knew it was better for both of them this way even though it hurt her deeply. She had to protect him for Aizen. It was her fault that Ulquiorra was in trouble anyway.

"Te quiero Orihime-chan"(I love you.) Ulquiorra said softly. He got up from the bed hoping not to wake her. He then left the room.

Ulquiorra was called to the thrown room. He found himself kneeling in front of Aizen waiting for his master to explain why he had be summoned.

"Cuatro you disappoint me. I thought that you of all my Espada would not be tempted by the flesh of a woman." Aizen said with a fake smile that belied his true anger. He stood up walking closer to Ulquiorra. Aizen's hand lifted his chin so that there eyes met. There was a gleam in Aizen's eyes that would have scared anyone else in Ulquiorra's place.

"I am sorry Aizen-sama it will not happen again." Ulquiorra said. Aizen smiled at him please that the forth Espada was being as cooperative as usual. He let go of Ulquiorra's chin.

"You may go." Aizen said turning around and heading back to his thrown. His plan was not ruined, in fact he maybe able to use this in his favor.

"Yo no soy usted títere ya"(I am not your puppet anymore.) Ulquiorra said under his breath as he left the room. He had told Aizen what he had wanted to hear but the truth was that he was going to get her out of here.

Orihime sat in her bed wondering what Ulquiorra had said when he had been there earlier. If only she understood Spanish. She need to figure out what he had said. It was most likely important.

Ulquiorra went in search of the intruders. He would lead them to Orihime through provocation. He had to get her safely out of there with out Aizen knowing he had done it. As luck would have it after is battle with the shinigami, Ichigo, he returned to find that Grimmjow had taken her to heal her friend so they could battle. He left to go find them.

Aizen had decided that he could now use the girl's feelings for Ulquiorra to make her more loyal. This could prove to be a good thing as long as his Espada did not fall for the girl.

Several battles took place before Orihime found her self alone in one of the towers with

Ulquiorra. It would not be long be for Ichigo would show up to kill him and take her away. He stood ready for the battle to come. Ichigo did not waste any time get there. A few words were said between the two, then the fighting started.

Orihime watch with worry as the two men she cared about the most fought. At first it seemed that Ulquiorra had the upper hand but then Ichigo caught his arm surprising him. He was going to have to step it up a notch. The battle continued for a while, even when two lower Arrancar came up and were beating on Orihime. Then Yammy and Uryuu join the scene. Uryuu made quick work of the tenth Espada. Ichigo and Ulquiorra made his way to the top of the dome of Las Noches. It was there that Ulquiorra entered his first release form.

Orihime asked Uryuu to take her to where Ulquiorra and Ichigo were fighting. He felt it was a bad idea but did as she wished. Once on the roof all she could do was watch. By the time they made it to the roof Ulquiorra was already in his second release form. He had not wanted her to see him like this not as this horrible thing and yet it please him that she would now see the true despair that lived with in him.

Orihime watch in horror as the two fought and as Ichigo lay almost dead near her. There was a hole clear through his chest. Even she could not heal a wound that sever. Ichigo was going to die saving her. She began crying and screaming for him to get up to save her. When he did get back up it was not the Ichigo she had once loved but the monster that lived inside him. She watch with terror in her eyes as he brutally killed Ulquiorra. He started to turn to dust. Orihime reach out to him she had to save him but it was too late. There was nothing she could do. She felt so helpless then and at fault. If she had not called out to Ichigo he would still be alive. Then it hit her if she had not called to Ichigo would he have died instead. Was it that she had to chose which one was to live? The guilt over came her then and she fainted. Uryuu caught her in him arms holding her tight so she would not fall.

After the war with Aizen it seemed that they were expected to just go back to there normal lives. When they were back at school everyone noticed that Orihime did not smile like before. She look worn and defeated. All her friends were worried about her, that Aizen had done something to her. When they asked she just shook her head. She could not tell them about her tryst with Ulquiorra.

As time went by she started to smile again but the light was not in her eyes anymore. Her smiles were fake, hollow like the one she had loved. Her friend did not try to push her but every so often one of them would bring up the fact that she was not the same. Eventually Orihime even gave up on the fake smiles. What was the point if they all knew some thing was wrong.

Months past as Orihime found that he had left her with a part of him. She had been sick a lot and had gone to the doctor only to learn that she was with child. At first she had been shocked and would not speak to anyone. Then she started to smile again. She had something to hold onto, a small piece of him to cherish. Her friends had been shock to hear she was pregnant. They asked who the father was. Was he going to help her with the child? Normal questions like that. She looked at all of them and then the tear fell.

"He…he can't." she sniffed. Tatsuki looked mad about this.

" What do you mean he can't? He need to man up and take responsibility for what he has done." She said. Ichigo nodded in agreement with her. This only made her cry more.

"It not that he wouldn't" she said softly then even more softly she said "it is because he is dead." Everyone look at her unsure of what to say. Uryuu was the first to speak.

"Its his isn't it? The Espada that watched over you while you were there?" She looked at him sadly. Her eyes gave it all away.

"Ulquiorra." she whispered. Ichigo looked away from her. This was his fault. Her smile had been gone because of that hollow's death and he had killed it.

"Orihime I… I am sorry." he said still looking away. He could not face her now not after learning that he had taken away the one she loved. He then rushed out of the room.

She was trying to get back on her feet now, trying to cope with what had happened. She had to be a good mother for the baby. She had be strong because she would be doing this alone. She broke down crying again. She was all alone in the world again. First her brother Sora had left now Ulquiorra was gone as well. The weight of it all seemed to much. She went to the bath room and grabbed a bottle of sleeping pills. She just need to rest just for a little while. She sat down on her bed bottle in hand. She took one pill but it still felt like to much was on her mind for that to put her to sleep so she took another. Still sitting there with the bottle in hand she thought about her life. A few more and she should sleep for a few days right so she took another and another until the bottle was almost empty. She felt herself get sleepy very sleepy. Everything was beginning to slip away blackness trying to overtake her vision. Just as her eyes were closing she saw vibrant green eyes staring down at her with worry.

Ulquiorra was unsure of why he was not dead. He had found himself in the soul society his helmet and hollow hole gone. His tear makes were still there for reasons he did not know but he felt it was to remind him of his life before. He had rushed to the human world as soon as they would let him. He showed up just in time to see Orihime drifting off into eternal sleep. He saw the empty bottle of sleeping pills on the floor. She died right as he had made it to her side. He had escaped death only to have the only thing he cared about in the world ripped away from him. Then he notice the small bump and felt another spirit energy leave her body. She had been with child, with his child. It was all to much to take in. Ulquiorra unsheathed his zanpakuto then ran himself though. What was the point in living if he had already lost every thing. He collapsed onto Orihime's dead body. If they could not be together in life then maybe they would be together in death.

The End

AN: I know it needs something though not sure what it is yet. Please review so I can write better in the future. Thanks


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